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HomeMy WebLinkAboutContract 55031-R3CSC No.55031-R3 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE October 12, 2023 Advertising Vehicles, Inc. d/ b/ a Adsposure Attn: Melissa Snyder 10810 Kenwood Dr. Cincinnati, OH 45242 Re: Contract Renewal Notice Contract No. CSC No. 55031 (the "Contract") Renewal Term No. 3: February 1, 2024 to January 31, 2025 The above referenced Contract with the City of Fort Worth expires on January 31, 2024 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at htto://fortworthtexas.2ov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Katya.Flores Sincerely, Katva Flores Sr. Admin Assistant (&fortworthtexas.aov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 1 of 3 ACCEPTED AND AGREED: CITY OF FORT W TH I�GL�j4.11,— By:Valerie Washington (Oct 25, 2023 11:52 CDT) Name: Valerie Washington Title: Assistant Citv Manager Date: Oct 25, 2023 APPROVAL RECOMMENDED: By:J s Davis (Oct 20, 2023 12:03 EDT) Name: Jim Davis Title: Fire Chief ATTEST: OR U g4uvo4 a F 44d °°�aa° A. °oy�0o P0a o=0 lg Pv° g 4 pia* ° *�a CaQ� ��6S�ab By: Name: Jannette Goodall Title: Citv Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. AC By6, r-q?aRay (Oct 18, 2023 08:45 CDT) Name: Brenda Rav Title: Fire Purchasina Manaaer APPROVED AS TO FORM AND LEGALITY: sue, By: Name: Tavlor Paris Title: Assistant Citv Attornev CONTRACT AUTHORIZATION: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of 3 Advertising Vehicles, Inc. dba Adsnosure By: .K� a� Name: Kim Davis Title: Account Executive Contract Renewal Page 3 of 3 CSC No. 55031-R2 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE October 27, 2022 Advertising Vehicles, Inc. d/b/a Adsposure Attn: Melissa Snyder 10810 Kenwood Dr. Cincinnati, OH 45242 Re: Contract Renewal Notice Contract No. CSC No. 55031-R2 (the "Contract") Renewal Term No. 2: February 1.2023 to January 31.2024 The above referenced Contract with the City of Fort Worth expires on January 31, 2023 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at http://fortworthtexas.a_ov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, Brenda Rav Sr. Contract Compliance Specialist Brenda.ravnfortworthtexas. gov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Pagel of 3 CSC No. 55031-R2 ACCEPTED AND AGREED: CITY OF FORT WORTH --idb. — . By•Valerie•Washineton (Nov 11.202213:07 CST) Name: Valerie Washington Title: Assistant Citv Manager Date: APPROVAL RECOMMENDED: ByJ s bavis (Nov 8.202211:31CST) Name: Jim Davis Title: Fire Chief ATTEST: By: etteS.Goodall(Nov14,20� CS0 Name: Jannette Goodall Title: Citv Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. uscher Nov 8, 202211:17 CST) Bypar, a Name: Mark Rauscher Title: Assistant Fire Director APPROVED AS TO FORM AND LEGALITY: By: Name: Tavlor Paris Title: Assistant Citv Attornev CONTRACT AUTHORIZATION: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of 3 CSC No, 5503 1 - Advertisin V hicIR, Inc. d/b/a Adsposure Name: Kim Davis Title: Account Executive Contract rtertcwal Pase 3 of 3 FORT WORTH. CSC No. 55031-R1 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE November 16, 2021 Melissa Snyder Advertising Vehicles, Inc. d/b/a Adsposure 10810 Kenwood Dr. Cincinnati, OH 45242 513-554-4703 (fax) Re: NOTICE OF CONTRACT RENEWAL Bus and Bus Bench Advertising Campaign Contract No. CSC No.55031 (the "Agreement") Renewal Term No. 1: February 1, 2022 to January 31, 2023 The above referenced Agreement will expire on January 31, 2022. Pursuant to the Agreement, as amended, renewals are at the sole option of the City (Customer). This letter is to inform you that the City is exercising its right to renew the Agreement for an additional one year period, which will begin immediately upon the expiration of the current term and will end on January 31, 2023. All other terms and conditions of the Agreement remain unchanged. Please submit a copy of your current insurance certificate, via email, to camillia.rvan cD..fortworthtexas.gov after acknowledging receipt of the Notice of Contract Renewal notice. Failure to provide a signed acknowledgement does not affect the renewal. Please log into the PeopleSoft Supplier Portal at http://fortworthtexas.qov/purchasinq to insure that your company information is correct and up to date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, --Ly & Maribel Ma r[inez (Nov 17, 202111:09 CST) Maribel Martinez-Mejia PhD CEM Fire Department/Office of Emergency Management 817-392-6173 — Direct SIGNATURE SHEET FOLLOWS OFFICIAL RECORD COFW_ADSPOSURE CONTRACT 55031 RENEWAL NO. 1_2022-2023 CITY SECRETARY FT. WORTH, TX Re: NOTICE OF CONTRACT RENEWAL Bus and Bus Bench Advertising Campaign Contract No. CSC No.55031 (the "Agreement") Renewal Term No. 1: February 1, 2022 to January 31, 2023 VENDOR: I hereby acknowledge receipt of the Contract Renewal Notice for CSC No. 55031 for a one-year period ending on January 31, 2023 Authorized Signature: Kim Davis Nov 16, 202116:38 CST) Advertising Vehicles, Inc. d/b/a Adsposure Account Executive Assistant City Manager va[e,Ie ashn on Nov19, 202116:49 CST) Valerie Washington Assistant City Manager City Attorney Christopher Austria, Assistant City Attorney M&C No. NIA 1295: NIA Recommended By: j P�av ov 17, 202111:48 CST) James E. Davis, Fire Chief Date: Nov 16, 2021 Ravmond Bill Contract Compliance Manager: Raymond Hill (Nov 17, 202111:15 CST) Raymond Hill, Assistant Fire Chief ATTEST: ` om Ronald P. Gonzales, Acting City Secretary COFW ADSPOSURE CONTRACT 55031 RENEWAL NO. 1 2022-2023 Date: Nov 19, 2021 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 55031 FORTWORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEI WNT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and Advertising Vehicles, Inc., d/b/a Adsposure ("Vendor"), an S Corporation -transit advertising company, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A— Scope of Services - Proposal 3. Exhibit B — Price Schedule 4. Exhibit C — Verification of Signature Authority Form. 5. Exhibit D — Exemption Form Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of the attached Exhibits and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. Vendor sballplan, design, produce and install advertising on buses and bus benches. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on January 31, 2022 (`'Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal options, with the first renewal term beginning on February 1, 2022. 3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit "A" — Proposal Price Schedule. Total payment made under this Agreement by City shall be in an amount not to exceed Fifty Thousand Dollars ($50,000.00). No guarantee is made that a specific amount of these services will be purchased. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Adsposure Page 1 of12 4.1. Written Notice. City or Vendor may terminate this Agreement at anytime and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor shall store and maintain City Informationin a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, Vendor Services Agreement Adsposure Page 2 of 12 papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. Liabilitv and Indemnification. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITSOFANYKIND OR CHARACTER, WHETHERREAL ORASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING O UT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; Vendor Services Agreement Adsposure Page 3 of 12 however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor shall not assign or subcontractany of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coveragelimits that areto be in effectpriorto commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate Vendor Services Agreement Adsposure Page 4 of 12 (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in Emits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial Vendor Services Agreement Adsposure Page 5 of 12 strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager for IT 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Advertising Vehicles, Inc., d/b/a Adsposure. Melissa Snyder , Assistant Controller 10810 Kenwood Rd. Cincinnati, OH 45242 Facsimile: (513) 554-4703 14. Solicitation of Emplovees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Vendor Services Agreement Adsposure Page 6 of 12 Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/ Venue. This Agreement sballbe construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severabilitv,. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States, civil disturbances, other national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it hinders the party's performance, as soon as reasonably possible, as determined in the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including all of the attached Exhibits contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, Vendor Services Agreement Adsposure Page 7 of 12 as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect ofthe Work Product shallbe considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. Signature Authoritv. The person signing this Agreement hereby warrants that he/she bas the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Companv Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining Vendor Services Agreement Adsposure Page 8 of 12 updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israelduring the term ofthe contract. The terms "boycottIsraer' and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page follows) Vendor Services Agreement Adsposure Page 9 of 12 ACCEPTED AND AGREED: CITY OF FORT WORTH: I V--- 13y: Valerie Washington (Dec 14,202010:24 CST) Name: Valerie Washington Title: Assistant City Manager Date: Dec 14, 2020 APPROVAL RECOMMENDED: By: 1 Davis(Dec11,202015U9M) /� V or Name: James E. Davis , 1/ �I►I 1 � ; Advertising Vehicles, hic., d/b/a Adsposure 7�'�y� /0* �/t zy —J : Kim DWa(D. 8,202008:53 CST) Name: Kim Davis Title: Account Executive Date: Dec 8, 2020 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring allperformance and reporting requirements. h'��12� �062�I0`1 Homer Robertson (Dec 11,202011:01 CST) Name: Homer Robertson Title: Assistant Fire Chief APPROVED AS TO FORM AND LEGALITY: By: l nst0�tna Dec 11, 20�0 St ST) Name: Christopher K Austria Title: Assistant City Attorney CONTRACT AUTHORIZATION. N%C: N/A— 24089-03-2020 & 24161-04-2020 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Adsposure Page 10 of 12 EXHIBITA CUSTOM PROPOSAL City of Fort Worth: PREPARED FOR: Fort Worth Texas Alerts Carlos Gomez October 1412020 dvertisingPeople FAI 9 IV 3 i o 04 j k-IM -4S 44 WE HAVE ONE FOCUS: TRANSIT ADVERTISING Since 2006, Adsposure has cemented its position as one of the nation's leading companies in transit advertising by helping advertisers maximize reach and surpass their marketing goals with an effective mix of innovative, eye-catching, compelling advertising messages. We have transformed • Empty Spaces • Nondescript Buses • Trains • Trollies • Paratransit Mehicles • Bus Shelters • Benches • Kiosks • Ticket Mending Machines into powerful advertising messages. Our markets cover a growing number of cities, including: • Cincinnati • Des Moines • Fort Worth • Kansas City • Lexington (KY) • Nashville • Northern Kentucky (TANK) • San Antonio Let us help you turn highly valuable empty space into powerful advertising messages. ids owe The Transit Pcivertisfng People D c!) z 0 5W TF W J m J zQ aU) Uz U)06 ao W W zW U =D) {I U) W LL U) z qFm U) a 0 U) U) Z U) m m O a) N Z? t 'S t N w O E ca O O CCU +. -p ��� N f: c m �. N N a) c V a) p w J v o r C C p •� y m J o' m �a) M �.y ° �m C r , a' r U Z a)+. m� E CL a)y m O 0 7 7 0 3 m m'+.�oo mao_a(a_ p a)� ��•�N N y>ch m Z N +. m a)c AS. O O m 7 Q t O 7 O m m f) t O m V .O O O N ca a) E c)° N LC m O A a) fn +� _O a) � 0 3 ao m E : cM ��, °L o o C m oo �L 0) 3 2> o c,m m='y ,m L Q a) ,N Y co w +• m N ° ,� O N a) m a) a) C m p 7 0 U •C p 0 B r o a) C ,c > p (d O. m a0w 300,E aE m o 3$ � E ar aumo or_. 0 a) N C o m 0) 7 w Lp V L 0 O- -O .� U O O p 0 o o+ m 7 w c -p Z t M C j a 0 i V= O •- ° a) Co CL c w C E c a�i c c aj o N E .0 -0 o.2) m.mcoco .5 m e W oXa�'ic°�:3w_0a3ia�'iaa)i�or-p� C� a� -p o o p m c -O -O ` +L. a m Q c c vi c,c E mm� m.y wL c�-a�a m-t � a) — °tmEr2iw> C t-0 X 0 7 O N a cu Z .� E L m O L L a) m 2 E c C m m 0-0 o Z a) a y 'w O c o_Co 0 m �; Q O y N N N C V N y p� N J gym_°-0mE°a�iamiL° IL 0 w Co Co .0 +. >�-O M o .E THE BENEFITS OF TRANSIT ADVERTISING It's one of the most cost- effective mass media options available: • You get 30 days, not 30 seconds of impact fo- your message! • Transit woks for you 21 hours a day, 7 days a week 365 days a year. It's impossible to ignore: • 40 of in your- 4 face advertising. The Flansf} 71','^.'f'iiiti;i;'irr poclpI;:= It reaches everyone, in the right place, at the right time: • Yamg, old, We collar, white collar, liberal or cone olive... • Messages are seen in the busiest parts of town during all peak commuting hours. It follows the The creative crowd: It's a sure thing: options are • Transit follows Not effected by endless: the flow of the Ong With use of consumers and presence of different sizes, their spending social media, and creative power at busy decb-onic, and options you can intersections, digital produce a major shopping entertainment message that districts, options. carries employment Transit allows tremendous centers and in you to advertise impact. entertainment n places where areas zoning laws prohibit other types of advertis ng. IT WORKS! Over 80% of our customers renew their advertising contract with us after the initial run. Transit Media Delivers MORE Online Activity Per Advertising Dollar Spent Compared to other Offline Medi- AD EXAMPLES MARKET SNAPSHOT it� TRINITY METRO Trinity Metro Ft. Worth, TX (DFW Metro) EN F,anSf ■ Advertising PIP e Proposal Nov 23, 2020—Dec 20, 2020 (4weeks) Deadlineto receivesigned contract and materials: Monday, Oct. 26, 2020 10 Kings -City Buses (144" x 30) 10 Kongs-Access Buses (155" x 20") 35 Benches -Citywide (83.75" x 30") Production: $10,300 Media: $4,800 Total Campaign: $15,100 cads vie , The Transit 1,r'!7�":Eti ,,g poclpI;:= Pictured: King Unit. (Additional unit photos shown on page 7) Kim Davis Account Executive kdavis@adsposure.com 214-232-7005 Thank you! ids The Trpnsf} 71','^.'f'iiiti;i;'irr poclpI;:= EXHIBIT B PRICE SCBEDULE CURRENT CAMPAIGN 10 KINGS -CITY BUSES (144" X 30) 10 KONGS-ACCESS BUSES (155" X 20") 35 BENCHES -CITYWIDE (83.75" X 30") PRODUCTION: $10,300 MEDIA: $4, 800 TOTAL CAMPAIGN: $15,100 INVOICE(S) SHALL BE SUBMITTED: CAMPAIGN START DATE PAYMENTS SHALL BE DUE WITHIN 30 DAYS UPON RECEIPT OF INVOICE. Vendor Services Agreement Adsposure -Exhibit B Page 11 of 12 w The Transit Full Wfclp EXHIBIT B Advertisingt,Pe b Full Side Driver only King Kong - 223" X 110- Driver only L F171 Production $1, 550 4 Wk Rate $1, 000 Kong - 223" X 36" Driver only Production $435 4 Wk Rate $475 Tails 64"4" XX 20" Production $150 4 Wk Rate $200 Bench - 83.75" X 30" F ;=j Production $190 4 Wk Rate $200 115■I■I■I■I■I■I■�� [■ al 1F Production $3,000 4WkRate $1,400 Mini King Kong -118" X 110- Passenger only r° IN Production $1,000 4 Wk Rate $700 King - 144" X 30" °]I DO1:111:1"61, •= II J Production $150 4 Wk Rate $275 Molly Trolley Tail - 65" X 21 " Note license plate is part of live area. ■ IN Production " 4 Wk Rate $170 Interior Card - 28" X 11 " Production $17 4 Wk Rate $20 • Sizes shown denote overall area, not live area. Templates must be acquired fr. m Adsposure before submitting creative. Powered ByadverHsing vehicles I Price good through: w The Transit EXHIBIT B Advertising People Access Kong -155- x 20- ® o Production $215 4 Wk Rate Access Queen - 90- x 20- o �® ® o $215 Production $155 4 Wk Rate $155 • Sizes shown denote overall area, not live area. Templates must be acquired from Adsposure before submitting creative. Powered ByadwerHsing vehicles I Price good through: EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY ADVERTISING VEIHCLES, INC., DB/A ADSPOSURE 10810 KENWOOD RD. CINCINNATI, OH 45242 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Kim Davis Position: Account Executive Signature 2. Name: Jason Klare Position: VP Sales 1"asv &&n- Jason Klare (Dec 8, 202010:33 EST) Signature 3. Name: Tina Rabe Position: Regional Manager i R e Tina Rabe (Dec 8, 2020 09:44 CST) Signature Name: Ken Black Ken Black (Dec 9, 202011:50 EST) Signature of President / CEO Other Title: CEO Date: Dec 9, 2020 Vendor Services Agreement Adsposure — F-diibit C Page 12 of 12 EXHIBIT D FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM This form must be provided when requesting to make a purchase of over $3,000 without following public bidding requirements. For purchases over $50,000, the form must be completed and emailed to the Purchasing attorneys. For purchases under $50,000, the form must be emailed to Purchasing at FMSPurchasingResponses(a),fortworthtexas.gov. Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing staff or the Purchasing attorneys for review. The attorney will review the information you have provided and determine whether using an exemption to Chapter 252's biding requirements would be defensible. If you are printing this form to provide to Purchasing or Legal, please do not provide the Primer page. Failure to provide sufficient information may result in follow-up questions and could cause a delay in the attorneys' determination. Section 1: General Information Requesting Department: Fire / Emergency Management Name of Contract Manager: Justin Cox Department's Attorney: Christopher Austria Item or Service sought: Bus / Bus Bench Advertising If Purchase of an Item or Equipment, are any Services included? Yes No Vendor: Advertising Vehicles, Inc., d/b/a Adsposure Current Agreement for item/service: Yes No X CSC #: How will this item or service be used: • Lease display space on buses and bus benches located throughout Fort Worth. Adsposure is the only provider for this service. The buses and bus benches will act as billboards to display information about the OEM's SNAP, AHAS and Fort Worth Texas Alert. • Promote several emergency assistance programs offered by the Office of Emergency Management. The Special Needs Assistance Program (SNAP), Accessible Hazard Alert System (AHAS) and Fort Worth Texas Alerts will help alert residents of Fort Worth during emergencies or disasters with timely information. Page 1 of 4 • All residents including those with functional needs whom mainly use public transportation to move about the city. Displaying these programs in areas that are used by our target audience will bring attention to the programs offered. Residents driving their personal vehicles will also be able to view the bus stop benches which are located next to busy streets Section 2: Exemption Justification Please indicate which exemption you believe applies to the purchase and provide information to sunnort its applicability. Please refer to the Exemption Primer for detailed information about common exemptions. a procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of the municipality; a procurement necessary to preserve or protect the public health or safety of the municipality's residents; a procurement necessary because of unforeseen damage to public machinery, equipment, or other property; a procurement for personal, professional, or planning services; a procurement for work that is performed and paid for by the day as the work progresses; a purchase of land or a right-of-way; a procurement of items that are available from only one source, including: a purchase of rare books, papers, and other library materials for a public library; _paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; a public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; a payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; _personal property sold: (A) at an auction by a state licensed auctioneer; (B) at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; (C) by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or (D) under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; services performed by blind or severely disabled persons; goods purchased by a municipality for subsequent retail sale by the municipality; electricity; or X advertising, other than legal notices. Page 2 of 4 Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. Emergency Management advertises on Trinity Metro buses and bus benches. Adsposure, has exclusive rights for advertising services for Trinity Metro; therefore, it is required the City use this vendor for its advertising needs. Section 3: Attornev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? _Yes or No Was there anything not included on this form or attached hereto that was relied on in making this determination? Yes or \/ No If yes, please explain: By: Name: Taylor Paris Title: Assistant City Attorney Page 3 of 4 EXEMPTION FORM PRIMER Below are explanations and examples of common exemption that apply to municipal purchases. If you have questions about the information provided or need additional information, please contact your department's assigned attorney. 1. A procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of the municipality. This is generally used in cases of public emergency. 2. A procurement necessary to preserve or protect the public health or safety of the municipality's residents. This is a factual determination that will be used when the purchase directly impacts public health and safety. Please note, this is generally a very narrow exception. 3. A procurement necessary because of unforeseen damage to public machinery, equipment, or other property. Damage or immediately foreseeable damage that is caused by an unexpected event. This will generally be used when a natural disaster or unforeseen failure occurs that impacts other property. 4. A procurement for personal, professional, or planning services; Professional services are not defined under Chapter 252, so there is no precise definition to follow. However, the Texas Attorney General has suggested that a professional service comprehends labor and skill that is `predominately mental or intellectual, rather than physical or manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has also opined that "professional services" no longer includes only the services of lawyers, physicians, or theologians, but also those members of disciplines requiring special knowledge or attainment and a high order of learning, skill, and intelligence. Id. Facts needed to support a professional service exemption include the specialized requirements of that profession and the mental and intellectual skill required by the person while performing the service. Purchases of goods are not professional services. 5. A procurement of items that are available from only one source. This exemption is commonly referred to as the sole source exemption. In determining whether a purchase is of a good or service that is available from one source, you should not consider price or time to receive the good or service. The information needed to support this exemption, is that no other provider can provide the service or category of good except for the vendor you are proposing. Some examples of sole source purchases include service agreements when only one vendor is authorized to work on the equipment by the manufacturer and allowing another vendor would void the warranty; purchase of a good that is copyrighted or trademarked and only provided by one vendor. Page 4 of 4